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AMENDMENT NO. 1
d- TO
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
t CITY OF NEWPORT BEACH
v § 457 DEFERRED COMPENSATION PLAN
GROUP # 98310-01
THIS AMENDMENT NO. 1 is entered into by and between Great -West Life & Annuity
Insurance Company ("Great -West"), and/or any successor, assign or affiliate, and the City of
Newport Beach ("Plan Sponsor") with respect to the services to be provided by Great -West to
the City of Newport Beach §457 Deferred Compensation Plan (herein referred to as the"Plan").
Effective April 4, 2000, Great -West and Plan Sponsor entered into the Agreement for
Recordkeeping and Communication Services ("Prior Agreement"), under which Great -West
provided certain recordkeeping and communication services for the Plan Sponsor with respect
to the Plan;
Effective January 4, 2013, Great -West and Plan Sponsor amended the Prior Agreement and
replaced it in its entirety with the Amended and Restated Agreement for Recordkeeping and
Communication Services §457(b) Deferred Compensation Plan Group #98310-01 and Group
#98310-02 (the "Agreement");
Following execution of the Agreement, Deferred Compensation Plan Group #98301-02 was
consolidated into Deferred Compensation Plan Group #98301-01;
Effective November 30, 2015, Great -West and Plan Sponsor agreed to amend the term of the
Agreement;
Great -West and the Plan Sponsor agree that it would be beneficial to amend the Agreement to
extend the term, consistent with the parties' November 30, 2015 agreement, to reflect the
consolidation of Deferred Compensation Plan Group #98301-01 and Group #98301-02, and add
additional services: and
Great -West and Plan Sponsor agree that this Amendment No. 1 replaces in its entirety the
previous Amendment No. 1 signed November 30, 2015.
NOW THEREFORE, in consideration of the covenants and conditions herein contained, and
other good and valuable consideration as herein provided, the parties agree to renew and
extend the term of the Agreement, and add additional services as follows:
Section 6. entitled Term and Termination of the Agreement shall be deleted in its entirety
and replaced with the following:
"The term of this Agreement will be extended for a two (2) year period taking effect on
September 30, 2015, unless terminated earlier as provided in Section 7.
City of Newport Beach 457b Service Agreement Amendment No. 1_98310-01_08.28.17
2. A new Section F. entitled Self -Directed Brokerage Account is hereby added under
Section 1. entitled Recordkeeoing Services Provided by Great -West under this
Agreement as follows and all subsequent sections shall be renumbered accordingly:
T. Self -Directed Brokerage Account
A Self -Directed Brokerage ("SDB") account shall be made available to Participants,
provided Plan Sponsor executes all required Empower and SDB provider documents.
Plan Sponsor acknowledges that the SDB shall be administered in accordance with
procedures provided by Empower, and that the core investment minimum shall be $2,500
or 50%, the initial transfer minimum shall be $1,000, and the subsequent transfer
minimum shall be $1,000, as described in the SDB policies and procedures."
A new paragraph is hereby added under Section 8.E. entitled Miscellaneous Fee
Provisions for the SDB fees as follows:
"If self-directed brokerage is an investment option under the Plan, Great -West and the
Plan Sponsor will execute a separate agreement specifying services, terms, and fees for
the SDB program. At a minimum the following administration fee will apply:
$60.00 per Participant, who opens an SDB, per year, deducted from the Participant's
account balance in an amount of $15.00 per quarter.
Any fees charged by the SDB provider are in addition to those described above and
subject to execution of a separate SDB agreement."
4. In all other respects, the Agreement shall remain in full force and effect.
City of Newport Beach 457b Service Agreement Amendment No. 1_98310-01_08.28.17
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the Agreement to be
executed, in duplicate, by their respective officers and agents thereunto duly authorized. The
parties certify that they have read and understood it, that they agree to be bound by its terms,
and that they have received a signed and dated copy of this Amendment No. 1.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 9/8/ 11
PLAN SPONSOR: CITY OF NEWPORT BEACH,
a California municipal corporation
Date: t11t11-4
By:��
Kiff, City Man Kr
ATTEST:
Date:
c
By:
Leildni I. Brown•
City Clerk
GREAT -WEST LIFE & ANNUITY INSURANCE
COMPANY, a Colorado corporation
Dated (7 2� /L�t7
By: \ HCl
Daniel A. Morrison
SVP, Government Markets
City of Newport Beach 457b Service Agreement Amendment No. 1_98310-01_08.28.17
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 8/2/17 Dept./Contact Received From: Marlene
Date Completed: 10/19/17 Sent to: Marlene By: Jan/Alicia
Company/Person required to have certificate: Empower Retirement / Great Western Life & Surety
Type of contract: All Other
1. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/1/17 — 6/1/18
A.
INSURANCE COMPANY: ACE American Insurance Company
B.
AM BEST RATING (A-: VII or greater): A++ / XV
INSURANCE COMPANY: Sentry Insurance
C.
ADMITTED Company (Must be California Admitted):
B.
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$INV$iM
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
Is Company admitted in California?
include): Is it included? (completed Operations status does
❑ No
D.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
UM, $2M min for Waste Haulers): What is limits provided?
COMPLETED OPERATIONS ENDORSEMENT (completed
E
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
(What is limits provided?)
N/A
its officers, officials, employees and volunteers): Is it
F.
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
Haulers only):
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
HIRED AND NON -OWNED AUTO ONLY:
® N/A
is not limited solely by their negligence) Does endorsement
❑ No
H.
include "solely by negligence' wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 12/1/16 —12/1/17
A.
INSURANCE COMPANY: Sentry Insurance
B.
AM BEST RATING (A-: VII or greater) A+/ XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes
❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® N/A
❑ Yes
❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
® N/A
❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A
0 Yes
0 No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 12/1/16 —12/1/17
A. INSURANCE COMPANY: Sentry Insurance
B. AM BEST RATING (A-: VII or greater): A+/ XV
C. ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
$1,000,000
F. WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H. NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY - 6/30/17-6/30/18 ACE AMERICAN INSURANCE COMPANY
Rating: A+/XV, Admitted Limits: $1M w/ $5M Retention ❑ N/A ® Yes ❑ No
V POLLUTION LIABILITY
® N/A ❑ Yes ❑ No
V BUILDERS RISK
® N/A ❑ Yes ❑ No
HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
10/19/17
Date
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Professional Liability carries a $1 M liability limit with a $5M retention, need review and approval of Risk
Manager. 10/6/17 Risk Management approved Professional Liability limits.
Approved:
Risk Management Date
* Subject to the terms of the contract.
VO
I
D
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Great -West Retirement Services°
AMENDED AND RESTATED AGREEMENT FOR
RECORDKEEPING AND COMMUNICATION SERVICES
§457(b) Deferred Compensation Plan
GROUP #98310 -01
u,151
§457(b) Deferred Compensation Plan
GROUP #98310 -02
City of Newporf Beach — GREAT WEST Svc Agmt
2.
3.
4.
5.
Great -West Retirement Services®
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
TABLE OF CONTENTS
Recordkeeping Services Provided by Great -West under this Agreement ..............................
0
A.
Participant Account Establishment..,.. .... ......... ... _ .... ...................... ___ ... .... ........
_ 0
B.
Participant Account Information .................................................... ...............................
0
C.
Eligibility Determination Services .................................................. ...............................
1
D.
Online Enrollment ......................................................................... ...............................
2
E.
Investment Options,... .... ............
2
F.
Valuation of Participant Account Balances ................................... ...............................
3
G.
Contributions, Transfers and Limitations ...................................... ...............................
3
H.
Deferral Processing ...................................................................... ...............................
4
1,
Automated Voice Response System ............................................ ...............................
4
J.
Internet Site .................................................................................. ...............................
5
K.
Client Service ................................................................................ ..............................5
L.
Plan Sponsor Access to Recordkeeping System .......................... ...............................
5
M,
Reporting .................................. ................. ___ ............ ............... ............... .... ..........
. 5
N.
Regulatory Updates .................................................................... ...............................
7
O.
Benefits, Tax Withholding and Reporting... .............. - ... ......................... _ ..............
7
P.
Distribution Processing Due to Severance of Employment Other Than for Death or
Disability. ...... ____ ......... _ .......... ................... _ ........... ......
8
Q.
Beneficiary Confirmation (For Death Benefit Claims) .................... ...............................
8
R.
Unforeseeable Emergencies ........................................................ ...............................
9
S.
Incoming Rollover Requests Approval..... ..... ...... _ ....... .......
11
T.
In- Service Distributions at age 70'/2_,___ ................................. ...............................
11
U.
Required Minimum Distribution at Age 70% ................................ ...............................
12
V.
In- Service De Minimis Distributions for Governmental 457(b) Plans... .................. _ _
12
W.
Qualified Domestic Relations Orders ( QDROs) .......................... ...............................
12
X.
Loans ........................................................................................... .............................12
Y.
Code Section 457(b) Sample Plan Document and Adoption Agreement.. ............ ....
12
Z. Rollovers from Other Eligible Code Section 457 Governmental Plans, Code Sections
401(a), 401(k) & 403(b) Plans & IRAs ........................................ ...............................
13
AA. Code Section 402(f) Notice ........................................................ ...............................
13
Communication Responsibilities ........................................................... ...............................
13
A. Special Representations ............................................................. ...............................
13
B. Communication Materials.... ... ...... .... _ ........ __
... __ ....... .... 13
C. Group Presentations.. .......... ........... .................................................
........... ... 14
D. Individual Counseling Sessions .................................................. ...............................
14
E. Representative( s) ................................................... ...............................
.............. ......14
F. Communications and Marketing Plan., .... ...... __ ........ ___ .. . .......
...... __ 14
G. Retirement Planning Education, Distribution Counseling ............ ...............................
15
Miscellaneous Provisions ..................................................................... ...............................
15
A. Confidentiality of Data and Privacy Notice .................................. ...............................
15
B, Business Continuity Plans Notice ............................................... ...............................
16
C. Responsibilities at Termination ................................................... ...............................
16
Plan Sponsor Responsibilities .............................................................. ...............................
16
Notification........................................................................................... ...............................
17
City of Newport Beach — GREAT WEST Svc Agmt
S.
Agreement Term and Termination .......... ...... , ......................... ..........................
—.......... 17
7.
Termination for Cause .... . .......... ............ ..................... ........................... ........
........... '18
&
Recordkeeping, Communication and Other FeeS-. ... .... .. ........ -. ...........
......... ......... �1K
A. Fl8cVndk8$DiDg and Communication Fees .............. ........ . ......... ...............
.............. 18
B. Revenue Sharing hJ the Pban/y\ ...... ..—....... .. ................... ...~................
19
CLoan Fees ............... ....... ......... .................... —....... .......... .........
........ ......... 19
D Bank Credit Disclosure ................ ....... ......... ....... ........ ........................
. ...... ...1g
E. Miscellaneous Fee Provisions .... ..... . ... ........ ............ ...... ~....... .............
..... 2O
9.
Performance Guarantees ... ................. ^ ...... ................................... ................................
20
10�
Modification and Consent ... —.~_..~.~.~.~.~....... . ... ... ..... ....................
....... . ... -71
11,
Dispute Resolution ............. ................ ......... ........ .......... ........................ .......................
21
1Z
Equal Opportunity ErO rt_..—...`.—...~...........'~.~..~..~-..~...
21
13.
No Fees ..... ......... ...... ................................. ................. .......
................... — 21
14.
Indemnification . ........................... ......... ....... ....... - ..................... .—................
............ 21
15.
Hold Harmless ............... ......................................... ....... . ............................
................. —22
16.
Withholdings ..................... ................................. ................... ...... ...........
.................. .23
17�
Conflicts of InheneSt.—..—...~.........~.^....~...... ....... -. .........
. .... ........ 23
18.
Claims .... ..................................... ................. ............... ............ .................
...... .............. 23
19.
Client Relationship Manager..... ~ ~..~.....--..?3
20.
Insurance ................. .......... ......................... ........ ................. ............................
—......... 24
21.
Ownership 0[ Documents ...... .. ................. —..~.^—..~-........... ~..........
............. ...y4
22,
Intellectual Property Indemnity .... ....... ............................ ............................
....... ......... '74
23.
Records ............. ............................................. ....... ........ ........ .......... .......
........ ....... 24
24�
Entire Aa|Fe8meMt... ... ..... ...... ................ ~--.. ........ ........ . ...... .........
....... ............ 25
25.
Governing Law and \/eOU8. ....... .................. .^.........................................................
.,2S
26�
E�eYenabUitv.~~.... ....... -. ..... ..... . ........ ~..-~........~....'...-..~~~—.~..~~25
27.
Authorized Persons .... ....... ......... ............................ ............... ............................
............ 25
28.
Legal /\dviC8..— ................. ........... ....... ..~.....~.~.....~..-.........
. ...... ..... 25
29.
Force KXakeUr8 ................................................. ........................ .......... .......
........ ............ 25
30.
Counterparts ........... ......... ................... ~ ..... . ...... . .......... ..... —. .... ......
.......... .. ..... .26
31.
Signatures— .... .-........ .................... ...................... . ......... ........ .........
......... ...... .... 2G
Exhibit /\~~oPedbrAan08 Guarantees ............ —................ .........................................................
27
Exhibit
B--Insurance ReoUi[VmGDtS~ ... ......... ............. ........ ... ........ ...... ...........
..—,... 34
Exhibit
C—PR}CedUres for Complying with Fund Company Market Timing and
Excessive Trading Policies ~. ............ — .......... ..-.~-~~.......~..—~~...........
.-37
Exhibit
[}^8uShlGSS Continuity Plans K�ohDe. ......... ............... ....................................
......... '38
Exhibit
E'Prk/@cV Notice ...... .............................. ...`..~.,....... ..........
.... . ...... ..... 39
City of Newport Beach - GREAT WEST Svc Agmt ii
Great -West Retirement Services®
AGREEMENT FOR RECORDKEEPING AND COMMUNICATION SERVICES
This Agreement for Recordkeeping and Communication Services (the "Agreement ") is
entered into by and between Great -West Life & Annuity Insurance Company ( "Great- West "),
located at 8515 East Orchard Road, Greenwood Village, CO 80111 ( "Home Office "), and/or
any successor, assign or affiliate, and City of Newport Beach ( "Plan Sponsor"), located at
3300 Newport Boulevard, PO Box 1768, Newport Beach, CA 92658 with respect to the
services to be provided by Great -West Retirement Services°, a unit of Great -West, to the City
of Newport Beach Deferred Compensation Plan (the "457 Plan ").
WHEREAS, Plan Sponsor has established or adopted the 457 Plan for its eligible employees
( "Participants ") in accordance with Section 457 of the Internal Revenue Code of 1986, as
amended ( "Code ") and all applicable federal regulations, state and /or municipal statutes, for
the purpose of providing retirement plan benefits to employees; and
WHEREAS, Plan Sponsor (or its designee) serves as the Plan Administrator and named
fiduciary of the Plan; and
WHEREAS, Plan Sponsor has placed all 457 Plan assets into a trust, custodial account or
annuity contract which meets the requirements of Section 457(8) of the Code, and will
continue to meet such requirements for the duration of this Agreement; and
WHEREAS, the parties agree that, on the Effi
entirety the Agreement for Recordkeeping an(
between Great -West Life & Annuity Insurance
was effective March 1, 2000, as amended; anc
ctive Date, this Agreement shall replace in its
Communication Services ( "Prior Agreement ")
Company and the City of Newport Beach that
WHEREAS, Great -West has agreed to act in a non - fiduciary capacity as directed,
nondiscretionary service provider, and Great -West will facilitate the performance of the
services outlined in this Agreement as directed by Plan Sponsor in compliance with all
applicable federal, state and local laws and regulations;
NOW, THEREFORE, the parties hereby agree as follows:
Recordkeeping Services Provided by Great -West under this Agreement
A. Participant Account Establishment
Great -West will establish Participant and related data on its recordkeeping
system that includes, but is not limited to, indicative data (name, address, birth
date, etc.).
B. Participant Account Information
A Participant account will consist of the following:
City of Newport Beach — GREAT WEST Svc Agmt rage 10
1 } Participant indicative data, when received by Great -West in good order
at its Home Office, as follows:
a. Name
b. Gender
C, Social Security Number
d. Mailing Address
e. Telephone Number
f. Date of Birth
g. Beneficiary Information. in order for Great -West to become
beneficiary recordkeeper, Plan Sponsor affirms that Great -West is
and shall remain the sole recordkeeper for the Plan during the
term of this Agreement. Plan Sponsor also affirms that the Plan
allows web - initiated beneficiary designations. Plan Sponsor
hereby instructs and authorizes Great -West to accept, maintain
and file, without Plan Sponsor approval, beneficiary designation
forms received by Great -West in good order and in a manner
acceptable to Great -West. Upon request, Plan Sponsor agrees to
provide Great -West with any and all beneficiary information filed
with the Plan by the Participant prior to the effective date of this
Agreement.
Plan Sponsor shall provide Great -West with instructions regarding
any Plan requirements as to spousal consent for beneficiary
designations. if there are any such requirements, Plan Sponsor
instructs Great -West to rely on the marital status specified by the
Participant on the beneficiary designation form and to obtain
spousal consent, when applicable. If a beneficiary designation
requires spousal consent, such designation may be made only via
a paper form.
Plan Sponsor agrees to review and sign each Death Benefit Claim
form. In the event Plan Sponsor submits a signed Death Benefit
Claim form for a claimant other than the beneficiary on file with
Great -West, if any, Great -West will return the Death Benefit Claim
form to Plan Sponsor for further instruction.
2) Current investment allocation for each investment option authorized by
Plan Sponsor.
3} Current account balances of each Participant in each investment option
authorized by Plan Sponsor.
C. Eligibility Determination Services
Plan Sponsor hereby agrees to provide Great -West with a Payroll Data
Interchange ("PDI ") file with eligibility class indicator, birth date, rehire date and
City of Newport Beach — GREAT WEST Svc Agmt Pap I I
termination date. Plan Sponsor hereby instructs Great -West to calculate
Participant eligibility based on Plan Sponsor's instructions as to the Plan's
eligibility requirements. If Plan eligibility is based on hours of service, Plan
Sponsor agrees to provide hours of service on every payroll file. Plan Sponsor
instructs Great -West to reject the enrollment of any Participant determined to be
ineligible. For each ineligible determination, Plan Sponsor instructs Great -West
to notify the Participant to contact the Plan Sponsor if he or she wishes to
appeal the determination. Plan Sponsor agrees to notify Great -West at least
thirty (30) days prior to any change in the Plan's eligibility requirements. Great -
West may discontinue the service described in this paragraph if the Plan's new
eligibility requirements are incompatible with Great - West's requirements.
D. Online Enrollment
Plan Sponsor hereby instructs Great -West to allow online enrollment and
agrees to utilize the Plan Service Center ( "PSC "), or other mutually agreed to
process, and provide a full Payroll Data interchange ( "PDI ") file with a listing of
all employees and required information as requested from time to time. Once
the PDI file is transmitted, Plan Sponsor instructs Great -West to issue a
Personal Identification Number ( "PIN ") to every eligible employee allowing
enrollment in the Plan through the website.
E. Investment Options
1) Authorized Investment Options
Plan Sponsor has selected a number of mutual funds, collective trusts,
and /or other eligible investments consisting initially of the investment
options on the Effective Date of this Agreement (`Authorized Investment
Options "), The Plan Sponsor may, at its discretion, elect to transition the
current fixed investment options to the Great -West custom Stable Asset
Fund with applicable notice and the appropriate executed contractual
documents.
Plan Sponsor may replace the Authorized Investment Options at any
time, subject to the following:
a. One replacement process may be made to the Authorized
Investment Options per year with no additional cost;
b. in any extraordinary situation where Plan Sponsor determines that
replacements need to be made more frequently than once per
year, such replacement process may be made with no additional
charge.
C. In all other situations where Plan Sponsor requests replacement
of investment options more frequently than once per year, an
additional cost may be assessed to Plan Sponsor as determined
by Great -West.
City of Newport Beach — GREAT WEST Svc Agmt Page 12
Sixty (60) days advance written notice of the intent by either party to add
or terminate an investment option is required, Great -West will cooperate
with Plan Sponsor to terminate or add new investment options and
Great -West will assist Plan Sponsor in appropriately notifying
Participants of any changes via Participant quarterly statements. Such
replacement(s) in extraordinary situations will be made as soon as
practicable, as agreed to by the parties. If any of the Authorized
Investment Options are terminated in the future, and Plan Sponsor
wishes to replace the terminated option(s), Plan Sponsor agrees to
replace the terminated option(s) with an available fund from any fund
company that currently has, or will enter into, a trading agreement with
Great -West.
2) Designated Investment Option
Plan Sponsor initially designates the Great -West Government
Guaranteed Fund ( "GGF) investment option ( "Designated Investment
Option ") for amounts received from Participants, including contributions,
transfers and direct rollovers, without complete allocation instructions.
The Designated Investment Option shall remain in effect for amounts
received from Participants, including contributions, transfers and direct
rollovers, without complete allocation instructions until Plan Sponsor
selects a new designated investment option, Once the Participant
provides complete allocation instructions in good order to Great -West,
future contributions will be invested pursuant to such instructions,
However, funds deposited into the Designated Investment Option will
remain invested therein until the Participant initiates transfer instructions.
F. Valuation of Participant Account Balances
Participant account balances held with respect to the Plan will be accounted for
as follows:
1 } Amounts that are not guaranteed as to principal or interest will be
accounted for at their fair market value as of the close of each Business
Day. The term "Business Day' is defined as any day, and only for as
many hours as, the New York Stock Exchange is open.
2} Amounts receiving a guaranteed interest rate and a guarantee of
principal will be accounted for at book value. Interest will be accounted
for on a daily effective method.
G. Contributions, Transfers and Limitations
All parties agree that purchases and sales of securities at the direction of Plan
Participants will be effected through GWFS Equities, Inc., a broker /dealer
affiliate of Great -West. Instructions for the purchase, sale, exchange or transfer
of shares on behalf of the Plan shall be transferred to GWFS Equities, Inc. for
processing.
City of Newport Beach — GREAT WEST Svc Agmt Page 13
1) Contributions
Contributions sent directly online to Great - West's recordkeeping system
(currently called the "Plan Service Center") and processed by 12:00
Midnight Mountain Time will be allocated effective the next Business Day
(at that Business Day's unit value). If contributions are processed via the
Plan Service Center after 12:00 Midnight Mountain Time, they will be
effective the next Business Day thereafter. Funds must be sent via
Automated Clearinghouse (ACH) within the Plan Service Center system
functionality.
2) Transfers
Participant initiated transfers will be processed and effective the
Business Day they are received at Great - West's Home Office, if received
before the close of the New York Stock Exchange (typically 4:00 p.m.
Eastern Time or such earlier time as may have to be implemented to
comply with any applicable future law, rule or regulation). If transfers are
received at Great - West's Home Office after the close of the New York
Stock Exchange, transfers will be processed and be effective the next
Business Day (or such earlier time as may have to be implemented to
comply with any applicable future law, rule or regulation),
3) Transfer Limitations
Plan Sponsor hereby acknowledges receipt of and agrees to adhere to
the terms and conditions of the Procedures for Complying with Fund
Company Market Timing and Excessive Trading Policies, attached
hereto as Exhibit C and incorporated herein by reference.
H. Deferral Processing
Great -West will provide for deferral processing via the website. In order to
provide this service, Plan Sponsor must utilize the Plan Service Center system,
or other mutually agreed to process, and must provide for the initialization of all
the Participant's deferral amounts. Participants may access the website or voice
response system to input the required payroll deferral amount/percentage
information. In order to deduct the payroll deferral amount/percentage from the
Participant's paycheck, Plan Sponsor agrees to upload the payroll deferral
amounts into their payroll system and remit them electronically via Plan Service
Center, or other mutually agreed to process.
I. Automated Voice Response System
Participants will have access to a toll free, automated voice response system to
inquire or make applicable changes with respect to their account from a touch -
tone telephone.
City of Newport Beach — GREAT WEST Svc Agmt Page 14
Inquiry services available from the automated voice response system will utilize
share prices, unit values and account balances, which are as of the last
calculated unit value /share price.
The recordkeeping system is available 24 hours a day, except for routine
maintenance of the system, which when necessary generally takes place on
Sunday between the hours of 12:01 a.m. Mountain Time and 12 :01 p.m.
Mountain Time. However, the recordkeeping system may be limited or
unavailable during periods of peak demand, market volatility, systems
upgrades, maintenance or for other reasons.
Internet Site
Participants will have access to a web site to inquire or make changes with
respect to their account via the Internet.
The web site is available 24 hours a day, except for routine maintenance of the
system, which when necessary generally takes place on Sunday between the
hours of 12:01 a.m. Mountain Time and 12 :01 p.m. Mountain Time. However,
access to the web site may be limited or unavailable during periods of peak
demand, market volatility, systems upgrades, maintenance or for other reasons.
K. Client Service
Client service representatives will be available toll -free from Great- West's Home
Office to answer Participant questions and process applicable transactions
requested between the hours of 6:00 a.m. Pacific Time and 5:00 p.m. Pacific
Time each Business Day.
L. Plan Sponsor Access to Recordkeeping System
Plan Sponsor may access online the recordkeeping system (currently called the
"Plan Service Center") to inquire or make changes while administering the Plan.
Representative(s) will be made available to assist and train employees of Plan
Sponsor in properly accessing and processing transactions on to the
recordkeeping system as requested.
The recordkeeping system is available consistent with the availability of the
automated voice response system.
M. Reporting
1) Participant Statements
Each Participant will receive a statement of his /her account summarizing
all activity for the previous calendar quarter, including:
a. Beginning and ending balances.
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2)
All transactions processed during the quarter, including
contributions.
C. Interest or change in value.
d. Fees /Charges (if applicable).
e. Transfers and withdrawals for the quarter.
Participants will have the option to access such statements via the
Electronic Filing Cabinet within the web site or continue to receive such
statements via the mail. Participant statements will continue to be mailed
for those Participants who do not specifically elect to access their
statements via the web site. However, if a Participant elects to access
his or her Participant statement via the web site, no future Participant
statements will be mailed to that Participant. For those Participants who
desire to change their election (from website to mail), future statements
for those Participants will be mailed each quarter after the election
change.
Such statements will be available on the website or mailed within fifteen
(15) Business Days of the end of each calendar quarter, or within fifteen
(15) Business Days after receipt of information in good order from third
party sources, whichever is later. The parties acknowledge that the first
quarterly statement may be available at a later date while records are
being established.
If Participant statements are to be mailed, statements will be mailed to
each Participant's last known home address as provided by Plan
Sponsor and /or prior recordkeeper.
Participants will also have access to their account activity via a voice
response unit, KeyTale, and the web site. Should notification of any
errors on a Participant's statement be received at the home office within
ninety (90) days after the statement date, Great -West will retroactively
correct the error(s). However, should errors not be identified within
ninety (90) days of the statement date or if the errors have been made by
the Participant, Plan Sponsor or other third party, the error(s) will be
corrected, but not made effective retroactively.
Employer Reporting
a. Employer Plan Summary
Plan Sponsor will receive an Employer Plan Summary Report
summarizing plan level assets and Participant account balances
no later than thirty (30) Business Days after each calendar quarter
end, or within ten (10) Business Days after receipt of information
in good order from third party sources, whichever is later.
However, the first report may be delayed beyond this thirty (30)
City of Newport Beach — GREAT WEST Svc Agmt Page 16
Q
ro]
Business Day period while records are being set up. The
following plan information is outlined in the report:
1) Account summary—a summarization of plan transactions
and assets.
2) Summarization of contributions processed.
3) Withdrawals.
4) Annuities purchased, if applicable.
5) Periodic payments.
6) Investment option grand totals— summarizes both dollars
and units /shares and plan activity.
7) Investment option totals by money type — summarizes both
dollars and units /shares and money type activity.
8) Participant summary—report of account activity for each
Participant.
b. Annual Plan Review
Plan Sponsor will receive an Annual Plan Review including the
following information:
1)
2)
3)
4)
5)
Regulatory Updates
Review of enrollment efforts.
Asset allocation information /contribution distributions
(investment options and fixed /variable split).
Voice response usage and enhancements.
Benefit payments.
Direct online system access - current services and
available services.
Great -West agrees to periodically make information available concerning
federal legislative activity of which Great -West is aware which may affect the
Plan and related funding contracts. Such information, however, does not
constitute legal or tax advice regarding the legal sufficiency of the Plan.
Benefits, Tax Withholding and Reporting
Upon receipt of complete payment instructions from Plan Sponsor by Great -
West at its Home Office, benefit payments to Participants and beneficiaries will
be made within two (2) Business Days. For the purposes of this Agreement,
"complete payment instructions" means that ail of the requested information on
the Participant benefit request form, whether via paper form or the web site to-
do list, has been completed along with the required signature(s) /authorizations
and Great -West has completed its review of the claim in accordance with
applicable sections of this Agreement. The benefit payments with respect to
City of Newport Beach — GREAT WEST Svc Agmt page 17
each Participant account will be made, tax withheld and the tax reporting
reported as follows:
2) A record will be maintained of any distribution from the Plan made with
respect to the Participant and the reason for the distribution.
2) Appropriate federal and state income tax withholding and tax reporting
that is applicable at the time of the distribution will be performed and sent
to the Participant or beneficiary for each benefit payment from the Plan
with respect to the Participant or beneficiary.
3) The income tax withholding will be forwarded to the Internal Revenue
Service and other appropriate state entities and will be completed by the
applicable due dates.
4) Information will be provided to the Internal Revenue Service annually
showing an accounting of all Participants who have received distributions
during the previous calendar year.
P. Distribution Processing Due to Severance of Employment Other Than for Death
or Disability
Plan Sponsor hereby approves and instructs Great -West to process, without
Plan Sponsor signature, Participant requests for distribution due to severance
from service for any reason other than disability or death, that are received in
good order and in a manner acceptable to Great -West, if Plan Sponsor provides
Great -West a full Payroll Data Interchange ( °PDI ") file with Participant
termination dates and addresses and up -to -date full service vesting information
electronically.
If Plan Sponsor does not provide the Participant's termination date or other
required information, Plan Sponsor instructs Great -West to route the request to
Plan Sponsor for approval before processing the distribution. Plan Sponsor
instructs Great -West to rely on the marital status specified by the Participant on
the Distribution Request form for spousal consent purposes.
Q. Beneficiary Confirmation (For Death Benefit Claims)
Plan Sponsor affirms that Great -West is and shall remain the sole recordkeeper
for the Plan during the term of this Agreement. Plan Sponsor agrees to provide
Participant information in a Payroll Data Interchange ( "PDI ") file. If the Plan has
a vesting schedule, Plan Sponsor agrees to utilize Great - West's vesting
tracking service. Plan Sponsor also agrees to utilize Great - West's beneficiary
recordkeeping service. The service(s) described in this section shall
commence following completion of initial beneficiary solicitation.
Plan Sponsor hereby instructs and authorizes Great -West to process, without
Plan Sponsor's signature, Death Benefit Claim forms received in good order
from beneficiaries under the Plan. Great -West is instructed to determine the
beneficiary pursuant to the most recent beneficiary designation available to
City of Newport Beach — GREAT WEST Svc Agmt Page 18
Great -West. If a Participant does not designate a beneficiary, or if no
designated beneficiary survives the Participant, Plan Sponsor instructs Great -
West to route the request to Plan Sponsor to provide the beneficiary before
processing the distribution.
Plan Sponsor agrees to immediately notify Great -West if any of the plan
provisions regarding beneficiaries are amended and agree that Great -West
shall not be liable for any beneficiary determinations made prior to such
notification.
Death Benefit Claim forms remitted with incomplete information will not be
processed and the claimant will be notified of the deficiency. Processing will
continue once Great -West receives all required information in good order.
Claimants determined not to be a beneficiary will be notified that their claim has
been rejected.
Plan Sponsor agrees to make determinations with respect to any competing or
other questionable death claims. Plan Sponsor and Great -West will jointly
develop procedures and communications for reviewing and processing Death
Benefit Claim forms and for handling claims to the extent spousal/registered
domestic partner consent applies.
R. Unforeseeable Emergencies
Plan Sponsor agrees to provide up -to -date vesting, if applicable, and address
information on all Participants in the Plan with each payroll remittance (full PDI)
and agrees to retain Great -West to perform deferral processing services
pursuant to the previous section. Plan Sponsor instructs Great -West to
process, without Plan Sponsor signature, all Unforeseeable Emergency
Requests ( "Requests ") received in good order, and in a manner satisfactory to
Great -West, due to an unforeseeable emergency as described below resulting
in a severe financial hardship to the Participant or Beneficiary that cannot be
alleviated by any other means available to the Participant. Plan Sponsor further
instructs Great -West to rely on any and all representations made by a
Participant in a Request, including, but not limited to:
1) An illness or accident of the Participant or Beneficiary, the Participant's
or Beneficiary's spouse, or Participant's or Beneficiary's dependent (as
defined in Internal Revenue Code §152, and for taxable years beginning
on or after January 1, 2005, without regard to §152(b)(1), (b)(2) and
(d)(1)(13));
2) boss of the Participant's or Beneficiary's property due to casualty;
3) The following extraordinary and unforeseeable circumstances if they
arise as a result of events beyond the control of the Participant or
Beneficiary: .
a. The imminent foreclosure of or eviction from the Participant's or
Beneficiary's primary residence;
City of Newport Beach — GREAT WEST Svc Agmt Page 19
b. The need to pay for medical expenses, including nonrefundable
deductibles, as well as the cost of prescription drug medication;
and
C. The need to pay for the funeral expenses of a spouse or a
dependent (as defined in Internal Revenue Code §152, and, for
taxable years beginning on or after January 1, 2005, without
regard to §152(b)(1), (b)(2) and (d)(1)(13)) of Participant or
Beneficiary.
SITUATIONS NOT QUALIFYING FOR WITHDRAWAL
Except in extraordinary circumstances, the following are examples of situations
that are not considered eligible for withdrawal:
1) Purchase of real estate;
2) Payment of college tuition;
3) Unpaid rent or mortgage payments, except in the event of imminent
foreclosure or eviction;
4) Unpaid utility bills;
5) Loan repayments;
6) Personal bankruptcy (except when resulting directly and solely from
illness, casualty loss or other similar extraordinary and unforeseeable
circumstances beyond your control);
7) Payment of taxes, interest or penalties; or
8) Marital separation or divorce.
Plan Sponsor will make the determination with respect to any unforeseeable
emergency distribution request that does not clearly fall within the guidelines set
forth above and shall be the arbitrator of all appeals.
In the event of any changes to applicable laws and/or regulations, Great -West
may revise this authorization and instruction from time to time and without
further notice to Plan Sponsor. This authorization and instruction shall remain
in effect until revoked by either party.
For each Participant receiving an unforeseeable emergency distribution, Plan
Sponsor instructs Great -West to notify Plan Sponsor to suspend elective
deferrals for the period required by the Plan, if any. Great -West is instructed to
reject any request where the unforeseeable emergency event occurred prior to
the date the Agreement is executed and also to reject any request where the
event occurred more than one year prior to the date the request is received.
Great -West may contact the plan for direction when unusual situations arise.
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For each request that is denied, Plan Sponsor instructs Great -West to notify the
participant to contact the Plan Sponsor if he /her wants to appeal the
determination. For each Request that cannot be processed due to its failure to
satisfy an unforeseeable emergency event, Plan Sponsor instructs Great -West
to notify the Participant to contact Plan Sponsor if he or she wishes to appeal
the determination.
S. Incoming Rollover Requests Approval
Plan Sponsor hereby agrees to provide Great -West with Participant information
in a Payroll Data Interchange ( "PDI ") file including address, birth date, hire date,
rehire date, termination date, eligibility indicator and participation date. Plan
Sponsor hereby instructs and authorizes Great -West to accept, without Plan
Sponsor approval, requests from Participants who are active employees for
rollover contributions to the Plan(s) that are accompanied by a properly
completed form and any required supporting documentation and are received in
good order and in a manner acceptable to Great -West. Plan Sponsor hereby
instructs and authorizes Great -West to rely on the complete form and
accompanying documentation, without further investigation or action by Great -
West, as sufficient to show that the funds being rolled into the Plan(s) constitute
an eligible rollover distribution from an eligible retirement plan within the
meaning of Code section 402 Plan Sponsor hereby instructs Great -West to
establish a separate Participant rollover account for recordkeeping all incoming
rollovers. Plan Sponsor hereby instructs Great -West to reject any rollover
request received without proper documentation and to return any rollover
amounts received with such request. Plan Sponsor further instructs Great -West
to forward to Plan Sponsor for its approval any rollover request received from a
terminated employee.
T. In- Service Distributions at age 70' /z
Plan Sponsor hereby affirms that the Plan allows Participants to take in- service
distributions at age 70'/2. Plan Sponsor further affirms that the Plan is not
subject to the joint and survivor annuity requirements of ERISA with respect to
participant distributions and that the Plan does not impose any restriction on
distributions other than with respect to frequency and vesting.
Plan Sponsor agrees to provide Great -West with Participant information via a
Payroll Data Interchange ( °PDI ") file including address, birth date and
termination date. If the Plan has a vesting schedule, Plan Sponsor agrees to
utilize Great - West's vesting tracking service.
Plan Sponsor hereby instructs and authorizes Great -West to process, without
Plan Sponsor approval, Participant age 70'/2 in- service distribution requests
received in good order and in a manner acceptable to Great -West, if the
Participant's birth date information has not been provided, or if there is a
discrepancy between the birth date on the system and the birth date on the
form, Great -West is instructed to rely on the birth date specified by the
Participant on the form.
City of Newport Beach — GREAT WEST Svc Agmt Page I i t
U. Required Minimum Distribution at Age 7Q' /2
Great -West will provide a notice and distribution form to each Participant
attaining age 70'/2 or older in the current calendar year. The notice informs the
Participant that required minimum distributions must begin no later than April 1
of the calendar year following the later of age 70'/2 or retirement. Great -West
will not determine which Participants fail to take a required minimum
distribution, and will not force out required minimum distributions to Participants.
V. In- Service De Minimis Distributions for Governmental 457(b) Plans
Plan Sponsor agrees to provide Great -West with Participant information in a
PDI file including address, hire date, rehire date, termination date and birth
date. If the Plan has a vesting schedule, Plan Sponsor agrees to utilize Great -
West's vesting tracking service. Plan Sponsor instructs and authorizes Great -
West to process, without Plan Sponsor approval, Participant requests for de
minimis distributions under Code section 457(e)(9)(A), where the Participant's
total account balance is less than the applicable limit and no deferrals have
been made to the Participant's account in the previous two (2) years.
W. Qualified Domestic Relations Orders (QDROs)
If the Plan accepts Qualified Domestic Relations Orders (QDROs), Plan
Sponsor hereby instructs Great -West to complete an administrative review of all
Plan Sponsor approved QDROs submitted on or after the effective date of this
Agreement to ensure that Great -West can determine the amount of the
alternate payee's award, mailing address and social security number. Great -
West will establish an alternate payee account or process a distribution
pursuant to the terms of the QDRO, the Plan, and /or IRS Code requirements in
effect on the date of the distribution, and a distribution request received in good
order and in a manner satisfactory to Great -West. Plan Sponsor instructs
Great -West to determine the amount due to the alternate payee based solely on
the Participant account records on Great - West's recordkeeping system.
X. Loans
If loans are available under the Plan, Plan Sponsor agrees that all loans shall
be account reduction loans repaid by payroll deduction and consistent with the
loan policy and the procedures established by the recordkeeper from time to
time. Plan Sponsor instructs Great -West to process, without Plan Sponsor
approval, Participant loan requests submitted through a form acceptable to
Great -West or through the website, if Plan Sponsor provides Great -West with
Participant information in a full PDI file and up -to -date full service vesting
information electronically. Home loans requested via the web site will be routed
to Plan Sponsor for its authorization. Participants will be subject to the fees in
the loan documents.
Y. Code Section 457(b) Sample Plan Document and Adoption Agreement
City of Newport Beach — GREAT WEST Svc Agmt Page 112
Great -West will offer a sample Plan document, an adoption agreement, and any
Plan document amendments that may be required due to changes in applicable
laws and regulations, prior to the date required.
Z. Rollovers from Other Eligible Code Section 457 Governmental Plans, Code
Sections 401(a), 401(k) & 403(b) Plans & IRAs
If the Plan(s) accepts pre -tax rollovers from other eligible retirement plans,
including individual Retirement Accounts or Annuities ( "IRAs "), beginning
January 1, 2002 or thereafter, separate accounts will be maintained for rollovers
from eligible Code section 457 plans, Code section 401(a), 401(k) and 403(b)
plans and IRAs. Other accounts may be established from time to time for plan
administration.
Plan Sponsor agrees that rollovers will be administered according to the rollover
procedures established by the recordkeeper from time to time. Amounts
distributed from rollover accounts will be tax reported pursuant to the tax laws in
effect on the date of the distribution.
AA. Code Section 402(f) Notice
Great -West shall provide the Internal Revenue Service Model Notice, as
amended from time to time, to Participants pursuant to Code Section 402(f).
2. Communication Responsibilities
A. Special Representations
1) Representative(s) assigned to perform services under this Agreement
will be properly licensed, trained and supervised with respect to the
conduct of their business activities.
2) Representative(s) will provide information in a manner consistent with
applicable insurance and securities law. However, information supplied
to Participants shall not constitute "investment and /or tax advice" upon
which Participants or Plan Sponsor may rely.
3) No representative may discriminate with respect to investment options
provided under the Plan. Representative(s) will give equal and fair
representations when describing the various investment options
available under the Plan.
4) Compensation to representative(s) will not vary based upon investment
options selected by the Participants.
B. Communication Materials
Great -West will provide participant educational and communication materials
regarding financial investing and retirement options. These materials may
include, but are not limited to, flyers, brochures, group seminars and other
City of Newport Beach — GREAT WEST Svc Agmt Page 113
materials as mutually agreed upon. The materials will be customized with a
specific brand designed for the City of Newport Beach, including enrollment kit,
participant web site, and educational flyers.
C. Group Presentations
Representative(s) will conduct group meetings at which some or all of the
following will be communicated:
1) Summary of the key provisions of the Plan.
2) Summary of investment options.
3) Discussion of services including automated voice response system
inquiry, retirement planning, and investment seminars.
4) Instructions on how to sign up for the Plan or request an individual
counseling session.
D. Individual Counseling Sessions
Upon request, representative(s) will conduct prescheduled individual counseling
sessions utilizing a Participant paycheck analysis, an asset allocation model
and retirement counseling services as approved by Plan Sponsor.
E. Representative(s)
Great -West will assign representative the equivalent of one (1) representative
day per week to provide communication and marketing services exclusively to
the Plan. Such representative will be responsible for all group meetings and
counseling sessions as directed by Plan Sponsor.
F. Communications and Marketing Plan
Great -West will prepare a communications and marketing plan for review by
Plan Sponsor each year. Such plan will be finalized in a mutually agreeable
manner to include the following:
• Customized Strategic Partnership Program
• Education Objectives
C Service initiatives
Plan design
• Participation in plan committee meetings
• Service Opportunity Checklist
• Results driven with service guarantees
• Implementation and communication of Roth 457, if available
City of Newport Beach — GREAT WEST Svc Agmt Page 114
• Methods of communication:
• Targeted campaigns
• Interactive website
• Employer e -mail blasts,
• Print material
• Multimedia presentations,
• Seminars.
• Web based e- learning seminars
• Financial planning services provided by Advised Assets Group, LLC
(" AAG ")
• Reality Investing services provided by AAG
Custom Design for the City of Newport Beach
• Web site — post login City seal
• Enrollment kits
• Flyers
• Target Campaigns
G. Retirement Planning Education, Distribution Counseling
Ongoing retirement planning education and distribution counseling may be
made available to Participants by Great -West or an affiliate. Distribution
counseling includes discussion of options at retirement, payment illustrations,
asset allocation discussions, and tax consequences. Where a Participant
wants to either contribute or roll over to an IRA, an IRA product may be made
available by Great -West or its affiliate. Where a Participant requests, via a
recorded telephone call with Great -West, to roll assets into the Plan from a
previous employer's plan, Plan Sponsor instructs and approves Great -West to
assist the Participant in completing such rollover without Plan Sponsor's
signature or approval, provided the Plan permits such rollovers. The
recordkeeper of the previous employer's plan may still require Plan Sponsor's
signature or approval to complete the rollover.
3. Miscellaneous Provisions
Great -West and Plan Sponsor specifically accept and agree to each of the following
requirements:
A. Confidentiality of Data and Privacy Notice
Great -West shall treat all Plan, Participant and customer information or data
received from Plan Sponsor and/or Participants as confidential. Great -West
shall not disclose confidential information to a third party or use such
City of Newport Beach — GREAT WEST Svc Agmt Page 115
information except for the purpose of providing services under this Agreement
without the written approval of Plan Sponsor. Any third party retained by Great -
West to provide services under this Agreement and who has access to
confidential information relating to a customer, Plan Sponsor or Plan
Participant, shall agree in writing to be bound by provisions similar to those of
this section of the Agreement and to use such confidential information only for
the performance of specific services under this Agreement. Great -West may
disclose information as permitted or required by law without prior written
consent of Plan Sponsor. Great - West's current Privacy Notice is attached to this
Agreement as Exhibit E and incorporated herein by reference. By executing this
Agreement, Plan Sponsor acknowledges receipt of said policy, Such policy
shall be updated periodically by Great -West.
B. Business Continuity Plans Notice
GWFS Equities, Inc.'s current Business Continuity Plans Notice is attached to
this Agreement as Exhibit D and incorporated herein by reference. By executing
this Agreement, Plan Sponsor acknowledges receipt of said policy. Such policy
may be updated periodically.
C. Responsibilities at Termination
Upon relinquishing responsibilities at the termination of the Agreement, if
requested, investment balances for all Participants will be provided to assure
appropriate account balances within thirty (30) Business Days of termination of
the Agreement in the recordkeeping system's standard format. Participant
statements and Employer Plan Summaries will be provided up to and including
the statement for the last calendar quarter covered by this Agreement,
4. Plan Sponsor Responsibilities
A. Plan Sponsor hereby acknowledges and agrees that Great -West may assign
any interest in this Agreement to, and may utilize the services of, any affiliate
within its controlled group to perform any services under this Agreement
B. Plan Sponsor hereby appoints Great -West to exclusively provide the
non - discretionary recordkeeping, communication and other services set forth in
this Agreement for the Plan for the term of this Agreement.
C. Plan Sponsor agrees that if Plan Sponsor changes the reporting format for
contribution reporting, two (2) weeks advance notice will be given by Plan
Sponsor to test the new format before monies are remitted on the new file
format. If Plan Sponsor does not provide two (2) weeks advance notice of the
new reporting format, then contributions will be made effective two (2) Business
Days from receipt of such monies sent in with the new file format.
D. Plan Sponsor authorizes that employees may be contacted at (his /her) home or
business address to obtain information needed to perform the services set forth
in this Agreement.
City of Newport Beach — GREAT WEST Svc Agmt Page 116
E. Plan Sponsor agrees to provide all information necessary for Great -West to
perform its duties set forth in this Agreement.
F. Plan Sponsor agrees to use its best efforts, including, if necessary, the
termination of a participating investment provider(s), to secure and maintain the
cooperation of the participating investment provider(s) in providing the timely
and accurate transmittal of data, including providing daily interest rates and
unit/share values, required by Great -West pursuant to its responsibilities to the
Plan.
G. Should Plan Sponsor choose a custodial or trust account, the trustee /custodian
must be able to interface with the recordkeeping system in a "passive" role and
all the monies must be sent to the omnibus custodial bank account. Plan
Sponsor agrees to require trustee /custodian to provide all information in the
possession of trustee /custodian that is necessary for the performance of the
recordkeeping duties under this Agreement.
H. Plan Sponsor agrees to facilitate the scheduling of group and individual
presentations and to provide facilities at which both Plan Sponsor and Great -
West mutually agree that satisfactory attendance can be expected.
5. Notification
All notices, requests, demands or other communications provided for or required by
this Agreement (or any instrument or document delivered pursuant to this Agreement)
will be in writing.
Notices to Great -West will be addressed as follows:
Great -West Retirement Services°, Charles P. Nelson, President and
Beverly A. Byrne, Chief Compliance Officer
8515 East Orchard Road, 10T2
Greenwood Village, CO 80111
Notices to Plan Sponsor will be addressed as follows:
Lauren Farley
Risk Manager
City of Newport Beach
P. O. Box 1768
3300 Newport Blvd.
Newport Beach, CA 92658
Each party may designate a different address by sending written notice to the other
parties, to be effective within ten (10) days of the date of the notice.
6. Agreement Term and Termination
City of Newport Beach — GREAT WEST Svc Agmt Page 117
This Agreement will be in effect on October 1, 2012 or such later date as this
Agreement has been signed by both Plan Sponsor and Great -West (the "Effective
Date "). Unless terminated earlier as provided in Section Vill, 'Termination for Cause"
below, this Agreement shall remain in effect for a period of one (1) year through
September 30, 2013 with automatic renewal for two (2) successive one (1) year
periods unless either Plan Sponsor or Great -West provides ninety (90) days written
notice prior to the expiration of the period.
7. Termination for Cause
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, including the Performance
Guarantees set forth in Exhibit A, attached hereto and incorporated herein by
reference, that party shall be deemed in default in the performance of this Agreement.
If such default is not cured within a period of ninety (90) days, or if more than ninety
(90) days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within ninety (90) days after receipt of
written notice of default, specifying the nature of such default and the steps necessary
to cure such default, and thereafter diligently take steps to cure the default, the non-
defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
Notwithstanding the above provisions, Plan Sponsor shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
ninety (90) calendar days prior written notice to Great -West. In the event of termination
under this Section, Plan Sponsor shall pay Great -West for services satisfactorily
performed and costs incurred up to the effective date of termination for which Great -
West has not been previously paid. On the effective date of termination, Great -West
shall deliver to Plan Sponsor all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
8. Recordkeeping, Communication and Other Fees
A. Recordkeeping and Communication Fees
The parties have agreed that the basic Recordkeeping and Communication
Fees payable to Great -West under this Agreement shall not be less than 0.17%
of total variable /mutual fund Participant account balances per annum in Group
#98310 -01 through #98310 -02 combined as described below. The parties
further agree that such fees are to be paid, to the extent possible, from fees
Great -West and/or one or more of its affiliates receives from mutual fund
families and other investment providers for providing certain administrative or
other services ( "Revenue "). The 0.17% annual amount will be calculated
quarterly (at the rate of .0425 %) on the average total variablelmutual fund
Participant account balances for the calendar quarter. The average total
variable /mutual fund Participant account balance shall be determined using the
following formula:
City of Newport Beach — GREAT WEST Svc Agmt Page 118
Total variable /mutual fund Participant account balances on the first day
of the calendar quarter (or the first day of Agreement Term if later) plus
total variable /mutual fund Participant account balances on the last day of
the calendar quarter (or the last day of the Agreement term if earlier)
divided by 2. Partial quarters at the beginning and end of the Agreement
Term(s) shall be calculated on a pro -rata basis.
In the event that the Revenue paid to Great -West by the investment providers
total less than 0.17% per annum of the average total variable /mutual fund
Participant account balances each calendar quarter, the Plan will pay Great -
West the difference between the amount of Revenue Great -West received from
the investment providers and the 0.0425% quarterly fee. The Plans may pay the
difference to Great -West by instructing Great -West to collect the difference from
Participant account balances.
B. Revenue Sharing to the Plan(s)
Effective the first full calendar quarter following the Effective Date of this
Agreement, Great -West will deposit $6,000 per calendar quarter (i.e. $24,000
per annum), plus an excess over 0.0425% (i.e. 0.17 %) per annum (as
calculated in A above), will to paid by Great -West to the Plans within forty -five
(45) days after each calendar quarter end and shall be placed into an
unallocated trust assets account to be used for plan purposes as set forth in the
plan document ( "Plan Account "). These assets will be invested in a single
investment option as specified by Plan Sponsor. Within forty -five (45) days after
each calendar quarter end, Great -West agrees to prepare an accounting of the
amount of shareholder service fees, 12b-1 fees and /or reallowances received
by Great -West from all investment providers and the applicable amount paid to
the unallocated trust assets account.
C, Loan Fees
A $60 loan origination fee will be deducted from the amount of each loan
processed. In addition, a $35 annual maintenance fee per loan will be
deducted from the Participant's account in an amount of $8.75 per quarter.
D. Bank Credit Disclosure
Great -West, or one of its affiliates, may earn credits and /or interest on Plan
assets awaiting investment or pending distribution. Any credits or interest
earned by Great -West are aggregated with credits and /or interest earned by
Great -West affiliates and will be used to defray the aggregate expenses for the
maintenance of bank accounts. Great -West will not retain credits and /or
interest earned in excess of such maintenance expenses.
Credits and/or interest are earned from the use of (i) uninvested contributions
received too late in the day or not received in good order to be invested same -
day and (ii) proceeds from investment option redemptions where Plan
distribution checks have not been presented for payment by Plan participants.
Credits and /or interest (i) begin to accrue on contributions, on the date such
City of Newport Beach — GREAT WEST Svc Agmt Page 1 19
amounts are deposited into the bank account and end on the date such
amounts are invested pursuant to Plan participant instructions and (ii) begin to
accrue on distributions, on the date the check is written or on the wire date, as
applicable and end on the date the check is presented for payment or when the
wire clears again the account, as applicable. Earnings of credits and /or interest
are at the rate the bank provides from time to time.
E. Miscellaneous Fee Provisions
If Plan Sponsor selects a custodian or trustee that requires the procedures or
services in this Agreement to change, Great -West reserves the right to adjust
fees in this Section.
Should a Participant request an overnight delivery, Great -West will assess the
Participant its current overnight delivery fee.
Should a Participant request a payment via Automated Clearing House (ACH)
for partial and full withdrawals, Great -West will assess the Participant its current
ACH fee. Should a Participant request periodic payments via ACH, Great -West
will not assess an ACH fee.
Should a Participant request a payment via wire for partial and full withdrawals,
Great -West will assess the Participant its current wire fee.
A fee of $250 for each QDRO reviewed and processed will be charged to the
Participant and/or Alternate Payee as specified in the Plan's approved model
QDRO. The Participant's portion of the fee will be deducted from the
Participant's account balance and the Alternate Payee's portion of the fee will
be deducted from the Alternate Payee's account or from the lump sum
distribution, as applicable.
Plan Sponsor may direct Great -West in writing to assess a mutually agreeable
per Participant fee, asset fee, or combination fee to Participants account
balances. Such fee(s) may be deposited into an unallocated trust assets
account to be used for plan purposes as set forth in the plan document and as
directed in writing by Plan Sponsor. These assets may be invested in a single
investment option and such fees may be adjusted annually as specified by Plan
Sponsor, if applicable.
The parties agree that any services which Great -West is requested to perform
beyond the scope of the services described in this Agreement shall be provided
at a mutually agreed upon price negotiated prior to the performance of such
services.
9. Performance Guarantees
Great -West agrees to the performance guarantees detailed in Exhibit A. Any non-
performance fees that become payable due to Great - West's failure to meet any
performance guarantee will be paid into the Plan Account.
City of Newport Beach — GREAT WEST Svc Agmt Page 120
10. Modification and Consent
No modification of any provision of this Agreement and no consent by any party to any
deviation from its terms by any other party will be effective unless such modification or
consent is in writing and signed by all parties. The modification or consent will be
effective only for the period, on the conditions and for the specific instance and
purposes specified in such writing. The waiver of any breach of any term or condition
in this Agreement will not be deemed a waiver of any prior or subsequent breach. For
purposes of this section of this Agreement, writing signed by the parties shall be
deemed to include electronic mail transmissions only if such transmissions include pdf
or other facsimile transmissions clearly reproducing the manual signature of an officer
of each party who is authorized to execute an amendment of this Agreement and
specifically referencing this section of this Agreement.
11. Dispute Resolution
A. Mediation: If there is a dispute arising out of or relating to this Agreement, the
parties will make a reasonable and good faith effort to negotiate between
themselves a resolution of the matter. If the parties are unable to agree
between themselves, and to the extent that the parties are not legally barred
from entering into mediation, the parties shall endeavor to resolve any dispute
out of or relating to this Agreement by participating in non - binding mediation.
The mediation shall be conducted by a private mediator agreed to by both
parties or, if the parties cannot agree, by a mediator selected by JAMS
( "Judicial Arbitration and Mediation Services ") or another nationally recognized,
independent arbitration or mediation organization to which the parties mutually
agree. The cost of any agreed upon mediation shall be borne equally by the
parties, and each party shall pay its own expenses.
B. Litigation: if the dispute has not been resolved by non- binding mediation as
provided for in paragraph A above, within ninety (90) days of the initiation of
such procedure, either party may initiate litigation; provided, however, that if
one party has requested the other party to participate in mediation and the other
party rejects the proposal to participate, the requesting party may initiate
litigation before the expiration of the above period.
12. Equal Opportunity Employment
Great -West represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
13. No Attorney's Fees
In the event of any dispute or legal action arising under this Agreement, the prevailing
party shall not be entitled to attorney's fees.
14. Indemnification
City of Newport Beach — GREAT WEST Svc Agmt Page 121
Great -West agrees to indemnify, defend and otherwise hold harmless the Plan
Sponsor, its employees, and agents from and against any and all expenses, costs,
reasonable attorney's fees, settlements, fines, judgments, damages, penalties or court
awards ( "Damages ") actually incurred which are the direct result of any breach of this
Agreement by Great -West, or any failure by Great -West to perform its obligations
under this Agreement in a manner consistent with general accepted industry
standards,
Notwithstanding anything to the contrary herein, Great -West shall not be liable to Plan
Sponsor for any damages relating to or resulting from:
1) Any breach of this Agreement by Plan Sponsor;
2) Any direction of Plan Sponsor or any authorized agent thereof; or
3) Any direction of any third party retained by Plan Sponsor to provide
services relating to the Plan, including but not limited to an investment
advisor, or any authorized agent thereof.
In no event will Great -West be liable for indirect, special consequential, or punitive
damages arising from its obligations under this Agreement, whether or not
foreseeable. The parties agree that this Section represents a reasonable allocation of
risk and will survive the termination of this Agreement. Plan Sponsor agrees to be
bound by any other limitations on warranties, indemnification and liability that are set
forth in this Agreement and all attachments hereto.
15. Hold Harmless
To the fullest extent permitted by law, Great -West shall indemnify, defend and hold
harmless Plan Sponsor, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties ") from and against
any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), expenses, costs, reasonable attorney's fees, settlements, fines,
judgments, damages, penalties or court awards ( "Damages ") actually incurred which
are the direct result of any breach of this Agreement by Great -West, or any failure by
Great -West to perform its obligations under this Agreement in a manner consistent
with generally accepted industry standards.
In no event will Great -West be liable for indirect, special, consequential, or punitive
damages arising from its obligations under this Agreement, whether or not
foreseeable. The parties agree that this Section represents a reasonable allocation of
risk and will survive the termination of this Agreement. Plan Sponsor agrees to be
bound by any other limitations on warranties, indemnification and liability that are set
forth the Agreement and all attachments hereto.
Notwithstanding the foregoing, nothing herein shall be construed to require Great -west
to indemnify to the Indemnified Parties from any Damages arising from the sole
negligence or willful misconduct of the Indemnified Parties, or from any direction of the
Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any
award of attorney's fees in any action on or to enforce the terms of this Agreement.
This indemnity shall apply to all claims and liabililty regardless of whether any
City of Newport Beach — GREAT WEST Svc Agmt Page 122
insurance policies are applicable. The policy limits to not act as a limitation upon the
amount of indemnification to be provided by Great -West.
16. Withholdings
Provided Plan Sponsor is acting reasonably and in good faith, Plan Sponsor may
withhold payment to Great -West of any disputed sums until satisfaction of the dispute
with respect to such payment. Such withholding shall not be deemed to constitute a
failure to pay according to the terms of this Agreement. Great -West shall not
discontinue service as a result of such withholding. Great -West shall have an
immediate right to appeal to Plan Sponsor's City Manager or his/her designee with
respect to such disputed sums, as well as any other right to appeal or otherwise seek
review as provided under applicable law.
Great -West shall be entitled to receive interest on any withheld sums at the rate of
return that Plan Sponsor earned on its investments during the time period, from the
date of withholding of any amounts found to any been improperly withheld.
17. Conflicts of Interest
Great -West or its employees may be subject to the provisions of the California Political
Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the service performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Great -West shall conform to all requirements of the Act. Failure
to do so constitutes a material breach and is grounds for immediate termination of this
Agreement by Plan Sponsor.
18. Claims
Great -West and Plan Sponsor expressly agree that in addition to any claims filing
requirements set forth in this Agreement, Great -West shall be required to file any claim
Great -West may have against Plan Sponsor in compliance with the Tort Claims Act
(Government Code sections 900 et seq.).
19. Client Relationship Manager
Great -West shall designate a Client Relationship Managerr, who shall coordinate all
phases of the Agreement. This Client Relationship Manager shall be available to Plan
Sponsor at all reasonable times during the Agreement term.
Great -West, at the sole discretion of Plan Sponsor, shall remove from the project any
of its personnel assigned to the performance of services upon written request of Plan
Sponsor, provided such request complies with all applicable law, including but not
limited to applicable anti- discrimination laws. Great -West warrants that it will
continuously furnish the necessary personnel to complete the project on a timely basis
as contemplated by this Agreement.
City of Newport Beach — GREAT WEST Svc Agmt Page 123
20. Insurance
Prior to approval of this Agreement by the Plan Sponsor, Great -West, at its own
expense, shall procure and maintain insurance for all operations and services under
the Agreement, whether performed by Great -West or any of the affiliates described
under this Agreement as set forth in Exhibit B.
21. Ownership of Documents
All reports, records, documents and other Plan specific materials produced
{hereinafter "Documents"), prepared or caused to be prepared by Great -West, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of Plan Sponsor, and Plan Sponsor
shall have the sole right to use such materials in its discretion without further
compensation to Great -West or any other party. Great -West shall, at Great - West's
expense, provide such Documents to Plan Sponsor upon prior written request. Plan
Sponsor acknowledges that it gains no rights in any software, proprietary systems,
applications, computing environments or programming, whether specific to the Plan
Sponsor or not, generally used by Great -West to perform this Agreement. Plan
Sponsor agrees that it shall not use the names, trade names, trademarks, service
marks, logos, emblems or other proprietary marks, codes or specifications of Great -
West or its affiliates in any advertising, promotion efforts or materials without Great -
West's prior written consent or as stated herein.
Subject to the terms and conditions of this Agreement, Plan Sponsor hereby grants to
Great -West a nonexclusive, nontransferable, limited license during the term of this
Agreement to use certain trademarks, service marks, logos, emblems, copyrighted
material and other proprietary material as provided by Plan Sponsor in the course of
implementing this Agreement.
22. Intellectual Property indemnity
Great -West shall defend and indemnify Plan Sponsor, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement of any United States' letters patent, trademark, or copyright infringement,
including costs, contained in Great - West's Documents provided under this Agreement.
Plan Sponsor shall defend and indemnify Great -West, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement of any United States' letters patent, trademark, or copyright infringement,
including costs, contained in materials provided to Great -West by or on behalf of Plan
Sponsor under this Agreement.
23. Records
Great -West shall maintain all records pertinent to its performance under this
Agreement in accordance with its record retention policy, as amended from time to
time. All such records shall be clearly identifiable. Upon Plan Sponsor's reasonable
request, Great -West shall allow a representative of Plan Sponsor to examine, audit
and make transcripts or copies of such records during regular business hours. Great -
West shall allow inspection of all records in Great - West's custody and control related
City of Newport Beach — GREAT WEST Svc Agmt Page 124
to its performance under this Agreement for a period of three (3) years from the date of
final payment to Great -West under this Agreement.
24. Entire Agreement
This document and any subsequent amendments thereto represent the entire
agreement between the parties with respect to the subject matter of this Agreement.
Great -West may amend this Agreement without Plan Sponsor's approval or signature,
as required to comply with changes to applicable law. No other amendments shall be
made to this Agreement except as mutually agreed to in writing and signed by the
authorized agents of each party.
25. Governing Law and Venue
This Agreement will be construed and enforced in accordance with and governed by
the laws of the State of California and all matters relating to it and any action brought
relating to this Agreement shall be adjudicated in a court of competent jurisdiction in
the County of Orange.
26. Severability
The provisions of this Agreement are severable, and if for any reason, a clause,
sentence or paragraph of this Agreement will be determined to be invalid by a court or
federal or state agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity will not affect other provisions of this Agreement which
can be given effect without the invalid provision.
27. Authorized Persons
Plan Sponsor and any duly appointed investment advisor(s) will furnish a list to Great -
West (and from time to time whenever there are changes therein) of the individuals
authorized to transmit instructions to Great -West concerning the Plan and/or assets in
the account, and written direction regarding the form of such instructions.
28. Legal Advice
Nothing in this Agreement is intended to constitute legal or tax advice from Great -West
to Plan Sponsor or any other party.
29. Force Majeure
None of the parties hereto shall be liable to the other for any and all losses, damages,
costs, charges, counsel fees, payments, expenses or liability due to delay or
interruption in performing its obligations hereunder, and without the fault or negligence
of such party, due to causes or conditions beyond its control including, without
limitation, labor disputes, riots, war and war -like operations including acts of terrorism,
epidemics, explosions, sabotage, acts of God, failure of power, fire or other casualty,
natural disasters or disruptions in orderly trading on any relevant exchange or market,
including disruptions due to extraordinary market volume that result in substantial
delay in receipt of correct data.
City of Newport Beach — GREAT WEST Svc Agmt Page 125
30. Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same
instrument.
31. Signatures
By signing this Agreement, in duplicate, the parties certify that they have read and
understood it, that they agree to be bound by the terms of the Agreement, that they
have the authority to sign it, and that they have received a signed and dated copy of
the Agreement. This Agreement is not binding on either party until approved by both
parties.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1 Z//N1i v
By: [ ✓ (4r)
Aaron C. arp �/
City Attorney r� �ll
ATTEST: I /� I
Date:
By: A , A, hw�_�
Leilani I. Brown
City Clerk
PLAN SPONSOR: CITY OF NEWPORT
BEACH, a California municipal corporation
Date: tiot-L
By:
Dave
City Manager
GREAT -WEST LIFE & ANNUITY
INSURANCE COMPANY, a
corporation
Date: Z.
By(7�__ -777,
Brent Neese
Vice President, Government Markets
Date:
go
[END OF SIGNATURES]
City of Newport Beach — GREAT WEST Svc Agmt Page 126
GREAT -WEST LIFE & ANNUITY INSURANCE COMPANY
INCUMBENCY CERTIFICATE
This will certify that the individual identified below is an officer of Great -West
Life & Annuity Insurance Company and that, pursuant to the General Signing Resolution
duly adopted by the Executive Committee of the Board of Directors of Great -West Life
& Annuity Insurance Company on March 18, 1997, and the General Signing Delegation
authorized thereunder, the individual whose name has been identified with an "x" below
has been delegated the authority to sign third party administrative agreements on behalf
of Grcat -West Life & Annuity Insurance Company and has signed the attached document
in their official capacity:
(X) Brent P. Neese
Dated at Greenwood
Village, Colorado,
January 4, 2013.
Vice President, Government Markets
GREAT -WEST LIFE & ANNUITY
INSURANCE COMPANY
David C. Larsen
Senior Counsel and Associate Secretary
Exhibit A
Performance Guarantees
City of Newport Beach — GREAT WEST Svc Agmt Page 127
Participant Satisfaction Every other year of the Agreement term, beginning
Survey with 2013, a mutually agreeable online Web site
participant survey will be developed that will
demonstrate both statistical significance and
validity and that will coincide with the following
measurements and fee penalties - rewards. Such
online Web site surveys will include an evaluation of
recordkeeping and administration services, Plan
Sponsor performance, comparison with other
programs and other items to be determined by the
Plan Sponsor and are mutually agreeable. The Plan
Sponsor will have final approval of the survey
instrument before the survey is conducted. The
average score will be based upon a mutually
agreed upon weighting of each applicable category
surveyed:
Measurement/Reward- Non - Performance Fees
• Average score 29% or lower: $5,000 non-
performance fee
• Average score range 30% to 49 %: $3,000 non-
performance fee
• Average score range 50% to 69 %: $1,000 non-
performance fee
• Average score range 70% to 100 %: No non-
performance fee
City of Newport Beach — GREAT WEST Svc Agmt Page 128
City of Newport Beach — GREAT WEST Svc Agmt Page 129
s
2. Voice Response System
On average for the calendar year, there will be less
• Abandoned Gall Rate
than 1 % of calls that receive a busy signal, and the
abandoned call rate will average less than 5% for
the calendar year.
Reward - Non - Performance Fees
If the average number of calls that receive a busy
signal is 1 % or greater and/or the abandoned call
rate yearly average is 5% or greater during the
calendar year, a non - performance fee of $500 for
that calendar year will be paid to the plan.
In the event the Plan Sponsor adds a major plan
feature such as loans, or makes an investment
option change that involves mapping of funds, or
the Plan Sponsor or investment company causes a
delay in statements, this standard will not apply for
the affected quarter.
Average performance standards for the calendar
year will be provided to the Plan Sponsor using
reports generated quarterly from the recordkeeping
system and the call management system.
• System Availability
System availability will be maintained at an
average of 95% {during any prior four calendar
quarters.
Reward -Nan- Performance Fees
In the event that system availability is on average
less than 95% during any prior four calendar
quarter period, a non - performance fee of $500
shall be paid to the plan for the current calendar
quarter.
3. Web Site Availability
Web site availability will be maintained at an
average of 95% during any prior four calendar
quarters. This guarantee is contingent upon the
Plan Sponsor's internet service provider being
available 100% of the time.
Reward - Nan - Performance Fees
In the event that the Web site is available on
average less than 95% during any prior four
calendar quarter period and the Plan Sponsor's
internet service provider was available 100% of the
time, a non - performance fee of $500 shall be paid
City of Newport Beach — GREAT WEST Svc Agmt Page 129
City of Newport Beach — GREAT WEST Svc Agmt Page 130
• , e
s e
" a
to the plan(s) for that particular Agreement period.
4. Contributions
Great -West will correct, at its expense, any errors
Great -West commits in processing contributions
sent by the Plan Sponsor directly online to Great -
West's recordkeeping system (currently called the
Plan Service Center) and processed within the
Plan Service Center system functionality and
processing schedules.
5. Participant Statement
Starting with the second calendar quarter, 90% of
Mailing
all participant statements will be mailed within 15
business days of the date that all required
information to be included with the statements from
third parties is received, including such information
as final fund values, return information from the
participating investment providers, insurance
valuations and all newsletter information from the
Plan Sponsor,
Reward - Non - Performance Fees
If all of the required information has been received
and 90 % of all participant statements have not
been mailed within 15 business days after receipt
of such required information, a non - performance
fee of $500 per calendar quarter will be paid to the
plan.
The 15 business day standard begins on the
business day that all required information to be
included with the statements has been received
and ends on the date statements are postmarked
for mailing.
If all of the required information required from third
parties has not been received as described above,
no non - performance fee will be paid.
6. Plan Sponsor Summary
Starting with the second calendar quarter, the Plan
Report Mailing
Sponsor Summary Report will be mailed within 30
business days of the date that all necessary
reconciliation information and all required
information to be included with the participant
statements from third parties is received, including
such information as final fund values, return
information from the participating investment
City of Newport Beach — GREAT WEST Svc Agmt Page 130
providers, insurance valuations and all
information from the Plan Sponsor.
Reward -Non- Performance Fees
If all of the required information has been received
and the Plan Sponsor Summary Report has not
been mailed within 30 business days after receipt
of such required information, a non - performance
fee of $500 per calendar quarter will be paid to the
plan.
The 30 business day standard begins on the
business day that all necessary reconciliation
information and the required information to be
included with the statements has been received
and ends on the date statements are postmarked
for mailing.
If all of the required information required from third
parties has not been received as described above,
no non - performance fee will be paid.
City of Newport Beach — GREAT WEST Svc Agmt Page 131
In addition, Great -West will provide a fee for the non - performance of the following service
guarantees:
The parties wish to provide for "liquidated damages" in the event of a breach of this
Agreement, because the parties agree that the specific breaches contemplated below due to
their nature are impracticable or extremely difficult to fix the actual damages. In addition to
the liquidated damages, failure to comply with any of the service guarantees provided below
will constitute a cause for termination pursuant to Section VIII of the Agreement.
Great West guarantees performance of the following services:
1. Great West will work diligently with the Plan Sponsor to implement electronic data
submission and begin providing deferral record keeping, online enrollment, distribution
processing, and QDRQ outsourcing services. All services will be in place within ninety
(90) days of the execution of this Agreement, or the execution of any other contract
necessary to implement the services. For each month in which any of these services
are not available following the ninety (90) day period, Great -West will pay a non-
performance fee to the Plan Account of One Thousand Dollars ($1,000) for each
service not in place.
2. During its annual review process, Great West will review any services and products
available to other plans that are similar to Plan Sponsor with respect to size, assets,
compensation to Great -West, services and participant level (each a "Comparable
Plan "). If Great West develops any new program, technology, service or other item
which would add value to participants or plan sponsor of such Comparable Plan, Great
West will offer such program, technology, service or other item to the Plan Sponsor
within ninety (90) days of its general availability to Comparable Plan(s) at rates similar
to those charged to the Comparable Plan(s), If Plan Sponsor agrees to implement
any such comparable program, technology, service or other item, Great West shall
implement the program, technology, service or other item within ninety (90) calendar
days of the Plan Sponsor's execution of the contractlagreement providing for the new
program, technology, service or other item. Great -West will pay to the Plan Account a
non - performance fee of Five Thousand Dollars ($5,000) per program, technology,
service or other item not implemented as set forth above within the ninety (90) day
period or within such time frame specified in the applicable contract.
3. In the event the Plan Sponsor notifies Great West of the intent to terminate the
Agreement, Great West will continue to provide the services outlined in the Agreement
in the same manner as prior to the notice of contract termination until the final date of
service 1 liquidation. Great -West will pay a non- performance fee to the Plan Account
of Five Thousand Dollars ($5,000) for any services that cease prior to the scheduled
termination date.
4. Great -West acknowledges and agrees that the Plan Sponsor may terminate this
Agreement at any time, and select another bidder from this Request for Proposal
( "RFP ") process, without conducting another RFP process. In the event the Plan
Sponsor notifies Great West of the intent to terminate the Agreement, Great West will
not contact any Plan Sponsor employee outside of a noticed public meeting, including
City of Newport Beach — GREAT WEST Svc Agmt Page 132
but not limited to labor union leaders, city council members, and administrative
personnel, in an attempt to sway the decision of the Plan Sponsor. All
communications regarding the Plan Sponsor's decision to terminate the Agreement or
attempts to change the decision will be made only through the City of Newport Beach's
Deferred Compensation Committee. In the context of this paragraph, if Great West
initiates contact with a prohibited party Great -West will be ineligible to respond to an
RFP of the City of Newport Beach for a five (5) year period.
If and when the City of Newport Beach issues a new RFP and it contains provisions
prohibiting contact with City of Newport Beach personnel during the bid process or
thereafter as a condition of submitting a bid, then Great -West acknowledges that it will
be subject to those restrictions under the same terms and conditions as all other
bidders, or it may choose not to submit a bid.
5. In the event the Plan Sponsor notifies Great West of the intent to terminate the
Agreement, Great West will complete all reasonable actions in order to ensure a
seamless transition to a new provider. This includes, but is not limited to, supplying
the new provider with all required documents and good order electronic data files in a
timely manner; coordinating and cohesively working with the new provider conversion
specialist / team; providing the shortest possible blackout period prior to transfer of
funds so that participants may not be unnecessarily limited from accessing their
accounts; and providing all necessary support with respect to the transfer to help
ensure a smooth transition. Great West will pay a non - performance fee of Five
Thousand Dollars ($5,000) to the Plan Sponsor if Great West fails to provide the
required information within thirty (30) calendar days of the Plan Sponsor "s request for
such documents, files, or other information.
City of Newport Beach — GREAT WEST Svc Agmt Page 133
Exhibit B
Insurance Requirements
Without limiting Great - West's indemnification of Plan Sponsor, and prior to commencement of
service, Great -West shall obtain, provide and maintain at its own expense during the term of
this Agreement, policies of insurance of the type and amounts described below and in a form
satisfactory Plan Sponsor.
A. Proof of Insurance
Great -West shall provide certificates of insurance to Plan Sponsor as evidence of the
insurance coverage required herein, along with a waiver of subrogation endorsement
for workers' compensation. Insurance certificates and endorsement must be approved
by Plan Sponsor's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with Plan Sponsor at all times during the
term of this Agreement,
Great -West shall procure and maintain for the duration of the Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or
in connection with the performance of the Work hereunder by Great -West, his agents,
representatives, or employees. The cost of such insurance shall be included in Great -
West's bid.
B. Acceptable Insurers
All insurance policies shall be issued by an insurance company currently authorized by
the Insurance Commissioner to transact business of insurance in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by Plan Sponsor's Risk Manager.
C. Coverage Requirements
Workers' Compensation Coverage. Great -West shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with
limits of at least one million dollars ($1,000,000)) for Great - West's employees in
accordance with the laws of the State of California, Section 3700 of the Labor Code In
addition, Great -West shall require each sub - contractor, if any, to similarly maintain
Workers' Compensation Insurance and Employer's Liability Insurance in accordance
with the laws of the State of California, Section 3700 for all of the subcontractor's
employees.
Great -West shall submit to Plan Sponsor, within the certificate of insurance, that this is
a Waiver of Subrogation blanket endorsement in favor of Plan Sponsor, its officers,
agents, employees and volunteers.
D. General Liability Coverage
City of Newport Beach — GREAT WEST Svc Agmt Pagc 134
Great -West shall maintain commercial general liability insurance in an amount not less
than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury,
and property damage, including without limitation, contractual liability.
E. Automobile Liability Coverage
Great -West shall maintain automobile insurance covering bodily injury and property
damage for all activities of the Great -West arising out of or in connection with Work to
be performed under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
F. Professional Liability (Errors & Omissions) Coverage
Great -West shall maintain professional liability insurance that covers the Services to
be performed in connection with this Agreement, in the minimum amount of one million
dollars ($1,000,000) limit per claim and in the aggregate.
G. Other Insurance Provisions or Requirements
The policies are to contain, or be endorsed to contain, the following provisions:
1) Waiver of Subrogation. All insurance coverage (EXCEPT PROFESSIONAL
LIABILITY) maintained or procured pursuant to this agreement shall be endorsed to
waive subrogation against Plan Sponsor, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow Great -West or others
providing insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Great -West hereby waives its own right of recovery
against Plan Sponsor, and shall require similar written express waivers and insurance
clauses from each of its subcontractors, if any.
2) Enforcement of Agreement Provisions. Great -West acknowledges and agrees
that any actual or alleged failure on the part of Plan Sponsor to inform Great -West of
non - compliance with any requirement imposes no additional obligations on Plan
Sponsor nor does it waive any rights hereunder.
3) Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it
pertains to a given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
4) Notice of Cancellation. Great -West agrees to provide to Plan Sponsor thirty
(30) days notice of cancellation (except for nonpayment for which ten (10) days notice
is required) of coverage for each required coverage.
H. Timely Notice of Claims
City of Newport Beach — GREAT WEST Svc Agmt Page 135
Great -West shall give Plan Sponsor prompt and timely notice of claims made or suits
instituted that arise out of or result from Great - West's performance under this
Agreement.
Additional Insurance
Great -West shall also procure and maintain, at its own cost and expense, any
additional kinds of insurance, which in its own judgment may be necessary for its
proper protection and prosecution of the Work.
City of Newport. Beach — GREAT WEST Svc Agmt Page 136
Exhibit C
Procedures for Complying with Fund Company Market Timing and
Excessive Trading Policies
The prospectuses, policies and/or procedures of certain fund companies require retirement
plan providers offering their fund(s) to agree to restrict market timing and /or excessive trading
( "prohibited trading ") in their funds. The following procedures describe how we, as your
recordkeeper, will comply with fund company instructions designed to prevent or minimize
prohibited trading.
Various fund companies instruct intermediaries to perform standardized trade monitoring
while others perform their own periodic monitoring and request trading reports when they
suspect that an individual is engaging in prohibited trading. If an individual's trading activity is
determined to constitute prohibited trading, as defined by the applicable fund company, the
individual will be notified that a trading restriction will be implemented if prohibited trading
does not cease. (Some funds may require that trading restrictions be implemented
immediately without warning, in which case notice of the restriction will be provided to the
individual and plan, if applicable). If the individual continues to engage in prohibited trading,
the individual will be restricted from making transfers into the identified fund(s) for a specified
time period, as determined by the applicable fund company. Individuals are always permitted
to make transfers out of the identified fund(s) to other available investment options. When
the fund company's restriction period has been met, the individual will automatically be
allowed to resume transfers into the identified fund(s).
Additionally, if prohibited trading persists, the fund company may reject all trades initiated by
the plan, including trades of individuals who have not engaged in prohibited trading.
Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent
or minimize individual prohibited trading. To the extent that such procedures are effective,
we may not receive requests for information from the fund companies or requests to
implement the restrictions described above.
10/16/07
Exhibit D
Business Continuity Plans Notice
GWFS Equities, Inc., (GWFS) a wholly owned subsidiary of Great -West Life & Annuity
Insurance Company and an affiliate of First Great -West Life & Annuity Insurance Company *,
maintains a comprehensive business continuity plan designed to respond reasonably and
effectively to events that lead to significant business disruption, such as natural disasters,
power outages, or other events of varying scope. This plan defines critical functions and
systems, alternate work locations, vital books and records, and staff resources, and provides
for the continuation of business operations with minimal impact, depending on the severity
and scope of the disruption. The plan is reviewed and tested no less than once annually to
ensure that the information in the plan is kept current and that documented recovery and
continuity strategies adequately support its business operations. Of utmost importance to the
plan is the ability for customers to maintain access to securities accounts and assets in those
accounts.
In the event that one of the Cali Centers or back office operation facilities becomes
unavailable for any reason, calls would be re- routed to one of the firm's alternative call center
or operations facilities.
In the event of a significant business disruption to the primary office and /or data center,
access to customer accounts will be provided via the Company's Web site and voice
response system, operated from an alternative data center. Customer Service will continue
to be provided by re- routing telephone calls to a Call Center located in one or more
alternative sites located outside of the region.
While no contingency plan can eliminate the risk of business interruption, or prevent
temporary delays with account access, the firm's continuity plan is intended to mitigate all
reasonable risk and resume critical business operations within 24 hours or the next business
day, whichever is later.
* Record keeping and administrative services are provided by Great -West Life & Annuity
Insurance Company, or one of its affiliates. Securities offered in your account may be offered
through another broker /dealer firm other than GWFS Equities, Inc. Please contact your
investment provider for more information if needed.
This disclosure is subject to modification at any time. The most current version of this
disclosure can be found on the Web site or can be obtained by requesting a written copy by
mail.
BCP- GWFS Customer Notice (Ed. Oct 2007)
Exhibit E
Privacy Notice
The Great -West Family of Companies
Great -West Life & Annuity Insurance
Company
The Great -West Life Assurance Company
(US operations)
First Great -West Life & Annuity Insurance
Company
Advised Assets Group, LLC
GWFS Equities, Inc. $
The Canada Life Assurance Company (US
operations)
Emjay Corporation
Emjay Retirement Plan Services, Inc,
FASCore, LLC
Great -West Life & Annuity Insurance
Company of South Carolina
GW Capital Management, LLC
Maxim Series Fund, Inc,
National Plan Coordinators of Delaware,
Inc. $
Great -West Healthcare of Georgia, Inc.
Orchard Trust Company, LLC
Westkin Properties Ltd.
$ www.gwrs.com
* www,greatwesthealthcare.com
Revised 10/2009 (standard + CA)
The Great -West Family of Companies protects
your privacy. We have strict policies to keep your
nonpublic personal information private. We may
share it with affiliates and third parties that we do
business with, and in other ways permitted by
law.
Information We Collect. We collect and store
information. It comes from forms that you
complete, from business you have conducted
with us and other parties we do business with
and from consumer and insurance reporting
companies.
Security of Your Information. We have
physical, administrative, and technical safeguards
in place to protect your privacy.
Access to Information. The only employees
who have access to your records are those who
need it for business reasons.
Our Information Sharing Practices. We limit
the information we share and the parties we
share it with. We share your information to help
you do business with us. What we share depends
on the types of products or services you request.
For example, we may share information:
❑ from business forms that you complete (such
as your name, address, SSN, plan or ID
number, assets and income from your
application)
❑ about your business with us, or others (such
as your policy or contract coverage and
benefits and payment history)
❑ about your relationship with us (such as the
products or services you purchased)
❑ from your employer, benefit plan sponsor, or
group product (such as your name, address,
SSN, plan or ID number and age)
❑ from consumer and insurance reporting
organizations (such as your credit, financial or
health history; please note, these
organizations may retain information provided
to us and disclose it to others)
❑ from other third parties (such as health and
demographic information)
❑ from visitors to our Web sites (such as
information you provide online by completing
forms, site visit data and "cookies ")
Sharing of Health information. We won't share
your health information, unless such sharing is
permitted or required by law. For a description of
how we share your health information, please
contact our Privacy Officer at the address noted
below.
Sharing information with Other Parties. You
may permit us to share your information with
other parties. Your information may be shared
without your consent with our affiliates and other
third parties if permitted by law. We do not share
your information for any purpose that requires an
opt -in or opt -out.
Our affiliates are listed and include, but are not
limited to, our broker- dealers and our trust
company. Your information may be shared to
serve you better or to make it easier for you to do
business with us.
We may also share your information with vendors
and financial institutions. Vendors perform
services for us such as processing transactions.
Financial institutions such as banks have
marketing agreements with us. We have
agreements with these parties requiring them to
protect the privacy of your information. They are
not allowed to use the information other than as
specified or permitted by law.
Other disclosures that may be made without your
consent, include:
❑ To detect or prevent fraud & other criminal
activity;
❑ To a medical professional for eligibility
or audit purposes;
❑ In response to a question from a government
agency;
❑ For purposes otherwise permitted or required
by law;
❑ In response to a subpoena or court order;
❑ To a group policy holder to report claims
experience or
for an audit;
❑ In connection with a sale or merger of
all or part of our business;
❑ To a government agency to determine your
eligibility
for benefits they may have to pay for;
❑ To a peer review committee to evaluate
a medical professional;
❑ To a certificate holder or policyholder to
provide
information about the status of a transaction.
Our Treatment of Information about Former
Customers. If our relationship ends, we will not
share your information with third parties except
as the law requires or permits.
Access to Information. You may access your
information by submitting a written request that
describes the information. We will respond within
30 business days or as required by state law.
Our response will explain the nature and
substance of the information on record. We will
identify, if recorded, the parties we shared your
information with over the last 2 years.
Right to Correct, Amend or Delete
Information. You may submit a written request to
us to correct, amend or delete any information in
our records. We will respond to your request
within 30 business days or as required by state
law.
If we agree to your request, we will notify you in
writing. We will provide the corrected
information to any person you identify that has
received the information in the last 2 years and to
any insurance reporting organization we may
have provided the information to over the last 7
years. If we refuse your request, we will explain
why and you will have the right to file a statement
of disagreement.
We reserve the right to revise this policy as
needed. If changes are made, we'll send you a
revised notice and post the new policy on the
www.greatwest.com web site.
Privacy Officer
Great -West Life & Annuity Insurance Company
8525 East Orchard Road
Greenwood Village, CO 80111